Tender Offer - Rumble Inc.
Form Type: 8-K
Filing Date: 2025-02-07
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025011371
Filing Summary: On February 7, 2025, Rumble Inc. reported the closing of a strategic investment from Tether Investments, totaling $775 million. This investment involved the issuance of 103,333,333 shares of Rumble's Class A Common Stock at $7.50 per share. Rumble utilized part of this funding to conduct a self-tender offer, expiring on February 4, 2025, in which 70,061,168 shares were successfully tendered. Rumble accepted 70 million shares for $525 million based on a pro-rata basis. The transaction was formalized in a Transaction Agreement dated December 20, 2024. Additionally, the company recorded the resignation of General Counsel Michael Ellis, effective February 7, 2025, who is set to receive a $1 million bonus, accelerated vesting of stock options, and an extension on the exercise period of his options.
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Additional details:
Transaction Date: 2025-02-07
Investment Amount: 775000000
Share Price: 7.50
Tender Offer Expiration: 2025-02-04
Shares Tendered: 70061168
Shares Accepted: 70000000
Acceptance Price: 7.50
Total Cost Of Offer: 525000000
Counsel Resignation Date: 2025-02-07
Counsel Bonus Payment: 1000000
Form Type: SC TO-I/A
Filing Date: 2025-02-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025011384
Filing Summary: On February 7, 2025, Rumble Inc. filed Amendment No. 3 to the Tender Offer Statement on Schedule TO, initiated on January 3, 2025. The amendment pertains to Rumble's issuer tender offer to buy up to 70,000,000 shares of its Class A common stock for $7.50 per share. This offer is connected to a strategic investment by Tether Investments S.A. de C.V. worth $775 million, which involves the issuance of 103,333,333 newly issued shares of Class A common stock. The closing of this investment is a condition for accepting shares in the tender offer. The amendment also includes the announcement of the closing of the investment and the tender offer, documented in a press release issued on the same date, February 7, 2025.
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Additional details:
Issuer Tender Offer: Yes
Purchase Price: 7.50
Number Of Shares: 70000000
Investment Amount: 775000000
Investment Price Per Share: 7.50
Form Type: SC TO-I/A
Filing Date: 2025-02-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025010284
Filing Summary: Rumble Inc. filed Amendment No. 2 to its Tender Offer Statement on Schedule TO, originally filed on January 3, 2025, to purchase for cash up to 70,000,000 shares of its Class A common stock at a price of $7.50 per share. This Amendment updates the preliminary results of the tender offer that expired on February 4, 2025, at 5:00 p.m. New York City time. A press release detailing these results was issued on February 5, 2025, and is included as an exhibit in this filing. The document reaffirms all previous information stated in the Schedule TO and serves to meet the reporting requirements of Rule 13e-4(c)(4).
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Additional details:
Issuer Tender Offer: true
Purchase Price: 7.50
Offer Expiration Date: 2025-02-04
Number Of Shares Offered: 70000000
Form Type: SC TO-I/A
Filing Date: 2025-01-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025003454
Filing Summary: Rumble Inc. filed Amendment No. 1 to Schedule TO (Tender Offer Statement) on January 14, 2025, amending its initial filing from January 3, 2025, regarding its issuer tender offer to purchase up to 70,000,000 shares of its Class A common stock at a purchase price of $7.50 per share. The filing states that the tender offer is subject to the completion of certain conditions related to a Strategic Investment. Specifically, it is necessary for at least 20 days to have passed since the mailing of an information statement, the approval of listing for the shares on NASDAQ, and adherence to several other conditions outlined in the Transaction Agreement. Moreover, the document clarifies that if the shares tendered are not accepted by the specified deadline of March 4, 2025, shareholders may withdraw their tenders. Certain forward-looking statements and conditions to the offer, including customary closing conditions, are also detailed during this amendment.
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Additional details:
Tender Offer Price: 7.50
Maximum Number Of Shares: 70000000
Expiration Time: 2025-03-04T23:59:00-05:00
Form Type: SC TO-I
Filing Date: 2025-01-03
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025000757
Filing Summary: On January 3, 2025, Rumble Inc. filed a Tender Offer Statement under Schedule TO with the SEC to purchase for cash up to 70,000,000 shares of its Class A common stock at a price of $7.50 per share, subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. This offer is characterized as an issuer tender offer under Rule 13e-4. The company intends to complete this acquisition as part of its ongoing strategy and has provided detailed instructions regarding the tendering process, withdrawal rights, and payment of the purchase price. The filing includes specific terms and provisions related to the transaction, the interests of directors and executive officers, and financial information.
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Additional details:
Subject Company Name: Rumble Inc.
Address: 444 Gulf of Mexico Drive, Longboat, Florida 34228
Telephone Number: (941) 210-0196
Class Of Securities: Class A Common Stock
Cusip Number: 78137L105
Purchase Price: $7.50
Maximum Shares Offered: 70,000,000
Date Of Offer: 2025-01-03
Filing Person: Rumble Inc.
Form Type: 8-K
Filing Date: 2024-12-23
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390024111978
Filing Summary: On December 20, 2024, Rumble Inc. entered into a Transaction Agreement with Tether Investments Limited for a strategic investment of $775 million. This investment includes the issuance of 103,333,333 shares of Class A Common Stock at $7.50 per share. Rumble plans to utilize $250 million of these proceeds to accelerate growth initiatives and fund a self tender offer to purchase up to 70 million shares of its outstanding Common Stock at the same price. The agreement stipulates that Rumble's governance structure will remain unchanged post-transaction and imposes restrictions on Tether's ability to engage in proxy solicitations and transfer shares to competitors. The closing of the Transaction is subject to customary conditions, including shareholder approval and regulatory clearances, and it must be completed by April 30, 2025. Additionally, certain existing stockholders have committed to participate in the tender offer on same terms as the public offer. The status of the tender offer has not commenced yet and this filing serves as a preliminary notice prior to its initiation.
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Additional details:
Date Of Report: 2024-12-20
Investment Amount: 775000000
Share Price Investment: 7.50
Shares To Be Purchased: 70000000
Proceeds For Growth Initiatives: 250000000
Total New Shares Issued: 103333333
Tranche One Amount: 500000000
Tranche One Shares: 66666667
Tranche Two Amount: 275000000
Tranche Two Shares: 36666666
Board Structure: unchanged
Form Type: SC TO-C
Filing Date: 2024-12-23
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390024111986
Filing Summary: On December 20, 2024, Rumble Inc. entered into a Transaction Agreement with Tether Investments Limited for a strategic investment of $775 million. This consists of 103,333,333 shares of Class A Common Stock priced at $7.50 each. Rumble intends to utilize $250 million of this investment for growth initiatives and the remaining to initiate a self-tender offer to buy back up to 70 million shares at the same price. The self-tender offer has not commenced yet. The agreement includes customary representations and covenants, and outlines future advertising and crypto solutions collaboration. Post-closing, Tether will not have board designation rights or veto powers over company actions. The agreement can be terminated if certain conditions are not met by April 30, 2025. Additionally, some existing stockholders have committed to tender shares in the offer. A registration rights agreement will be finalized upon closure of the transactions. The document indicates that the offer is not a solicitation yet, pending necessary filings with the SEC.
Document Link: View Document
Additional details:
Transaction Date: 2024-12-20
Investment Amount: 775000000
Price Per Share: 7.50
Self Tender Offer Shares: 70000000
Tender Offer Price: 7.50
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